SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, DC  20549

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933


                               Tiffany & Co.
                  (Exact Name of Registrant as Specified in Its Charter)

                                  Delaware
              (State or Other Jurisdiction of Incorporation or Organization)

                                 13-3228013
                           (I.R.S. Employer Identification No.)

                                    727 Fifth Avenue
                         New York, New York  10022
                         (Address of Principal Executive Offices)

                           1986 Stock Option Plan
                                 (Full Title of the Plan)

                          Patrick B. Dorsey, Esq.
                  Senior Vice President - General Counsel
                               Tiffany & Co.
                              727 Fifth Avenue
                         New York, New York  10022
                      (Name and Address of Agent For Service)

                               (212) 755-8000
               (Telephone Number, Including Area Code, of Agent For Service)

<TABLE>
<CAPTION>
                          CALCULATION OF REGISTRATION FEE
<S>                 <C>                  <C>               <C>             <C>                 
                                         Proposed          Proposed
     Title of                             Maximum           Maximum
    Securities          Amount           Offering          Aggregate        Amount of
       to be             to be           Price Per         Offering        Registration
    Registered        Registered         Share (1)         Price (1)           Fee

   Common Stock         500,000           $39.75          $19,875,000       $6,853.45
</TABLE>

(1)  These  amounts have  been  estimated  solely  for  the  purpose  of  
calculating  the registration fee.  Pursuant to Rule 457(c), these amounts have
been  computed on the basis of  the average of the high  and low prices for the
Registrant's Common Stock reported on the New York Exchange Composite Tape
for August 10, 1995, a date within five days prior to the date of filing of the
Registration Statement.

<PAGE>
                                   PART I

            INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.   Plan Information*

Item 2.   Registrant Information and Employee Plan Annual Information*

     *    Information required by  Part I to be contained  in the
          Section   10(a)   prospectus  is   omitted   from  this
          Registration Statement  in  accordance  with  Rule  428
          under the Securities Act of 1933 and the Note to Part I
          of Form S-8.


                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

The following documents which have heretofore been filed by the  Registrant
with the  Securities and Exchange Commission (the "Commission") pursuant to
the Securities  Act of 1933, as  amended (the "1933 Act"),  and pursuant to
the  Securities Exchange  Act  of 1934,  as amended  (the "1934  Act"), are
incorporated by reference herein and shall be deemed to be a part hereof:

1.   The Registrant's Annual Report,  dated April 7,  1995, filed with  the
     Commission on Form 10-K for the fiscal year ended January 31, 1995;

2.   The Registrant's Quarterly Report, dated June 8, 1995, filed with  the
     Commission on Form 10-Q  for the fiscal quarter ended  April 30, 1995;
     and 

3.   Description  of  the  Registrant's  Common  Stock  contained   in  the
     Registration   Statement  filed  with  the   Commission  on  Form  S-1
     (Registration No. 33-12818), as most recently amended on May 5,  1987,
     including the Prospectus  for the Registrant's Common  Stock dated May
     5, 1987, as supplemented by the Registration Statement filed with  the
     Commission on Form 8-A.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the 1934 Act, prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all  securities offered
hereby  have  been sold  or  which  deregisters  all such  securities  then
remaining unsold, shall be  deemed to be incorporated by reference  in this
Registration Statement and made part hereof from their respective dates  of
filing (such documents, and the  documents listed above, being  hereinafter
referred  to as  "Incorporated  Documents");  provided, however,  that  the
documents enumerated above or subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d)  of the 1934 Act in each year during
which the offering made by  this Registration Statement is in effect  prior
to the filing with the Commission of the Registrant's Annual Report on Form
10-K  covering  such  year  shall  not  be  Incorporated  Documents  or  be
incorporated  by reference  in this  Registration  Statement or  be a  part
hereof from and after the filing of such Annual Report on Form 10-K.

<PAGE>

Any statement  contained herein  or in  an Incorporated  Document shall  be
deemed  to be  modified or  superseded  for purposes  of this  Registration
Statement to the  extent that a statement contained herein  or in any other
subsequently  filed  Incorporated  Document  modifies  or  supersedes  such
statement.   Any  such statement  so modified  or  superseded shall  not be
deemed, except as  so modified or superseded, to constitute  a part of this
Registration Statement.  

The Registrant will provide without charge to each person to whom a copy of
the Prospectus is delivered, upon written or oral request of such person, a
copy of any or all of the  documents referred to in this Item 3 of  Part II
which have  been or may be  incorporated by reference in  this Registration
Statement,  other   than  exhibits  thereto   (unless  such   exhibits  are
specifically incorporated  by reference in  such documents).   Requests for
such copies should be  directed  to Tarz F. Palomba,  Assistant  Secretary,
Tiffany  &  Co.,  727 Fifth  Avenue,  New  York, New York 10022;  telephone
(212) 605-4195.    Additional  updating  information  with  respect  to the
securities and plan  covered herein may be provided in  the future by means
of supplements to the Prospectus.

Item 4.   Description of Securities.

Not required.

Item 5.   Interests of Named Experts and Counsel

The legality  of the shares of  Common Stock being offered  hereby has been
passed upon by Patrick  B. Dorsey, Senior  Vice President, General  Counsel
and Secretary  of the  Registrant.   As of  the date  of this  Registration
Statement,  Mr. Dorsey owned  3,800 shares of  Common Stock  and options to
purchase up to 40,000 additional shares, of which options to acquire 29,500
shares are presently exercisable.

Item 6.   Indemnification of Directors and Officers

The contents  of  the section  entitled  "Indemnification of  Officers  and
Directors"   from  Registrant's   Registration  Statement   on  Form   S-8,
Registration Statement No. 33-23651, are incorporated herein by reference.

Item 7.   Exemption from Registration Claimed

Not applicable.

Item 8.   Exhibits

See Index to Exhibits on page 6.

Item 9.   Undertakings

The  contents of the sections  entitled "Undertakings" and "Indemnification
of Officers and Directors" from Registrant's Registration Statement on Form
S-8,  Registration  Statement  No.  33-23651,  are  incorporated  herein by
reference.

<PAGE>


                                 SIGNATURES

     Pursuant to  the  requirements of  the  Securities Act  of  1933,  the
Registrant certifies  that it  has reasonable  grounds to  believe that  it
meets all of the  requirements for filing on  Form S-8 and has duly  caused
this Registration Statement to  be signed on its behalf by the undersigned,
thereunto duly authorized, in  the City of New York and State  of New York,
on the 14th day of August, 1995.


                                   TIFFANY & CO.
                                   (Registrant)

                                   By: /s/ William R. Chaney
                                   ----------------------------------
                                   William R. Chaney, Chairman of the Board
                                   and President)


                             POWER OF ATTORNEY

     KNOW  ALL MEN  BY THESE  PRESENTS,  that each  person whose  signature
appears  below  constitutes  and  appoints  WILLIAM  R.  CHANEY,  JAMES  N.
FERNANDEZ and PATRICK  B. DORSEY his true and  lawful attorneys-in-fact and
agents,  each  acting   alone,  with  full   powers  of  substitution   and
resubstitution,  for him and in  his name, place and  stead, in any and all
capacities, to sign  this Registration Statement and any  or all amendments
to the Registration Statement,  including pre-effective and  post-effective
amendments, and  to file  the same,  with all  exhibits thereto,  and other
documents  in  connection  therewith,  with  the  Securities  and  Exchange
Commission, granting unto such attorneys-in-fact and agents, full power and
authority to  do and perform  each and  every act  and thing requisite  and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do,  and hereby ratifies and confirms all his
said attorneys-in-fact and agents, each acting alone, or his substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,   this
Registration Statement  has been  signed by  the following  persons in  the
capacities and on the dates indicated.

Signature                 Title                             Date 

/s/ William R. Chaney     Chairman of the Board             July 20, 1995
William R. Chaney         and President 
                          (principal executive officer)

/s/ James N. Fernandez    Senior Vice President             July 20, 1995
James N. Fernandez        Finance 
                          (principal financial officer)

/s/ Larry M. Segall       Vice President                    July 20, 1995
Larry M. Segall           Treasurer and Controller
                          (principal accounting officer)

/s/ Jane A. Dudley        Director                          July 20, 1995
Jane A. Dudley

<PAGE>

/s/ Samuel L. Hayes, III  Director                          July 20, 1995
Samuel L. Hayes, III

/s/ Michael J. Kowalski   Director                          July 20, 1995
Michael J. Kowalski

/s/ Charles K. Marquis    Director                          July 20, 1995
Charles K. Marquis

/s/ James E. Quinn        Director                          July 20, 1995
James E. Quinn

/s/ Yoshiaki Sakakura     Director                          July 20, 1995
Yoshiaki Sakakura

/s/ William A. Shutzer    Director                          July 20, 1995
William A. Shutzer

/s/ Geraldine Stutz       Director                          July 20, 1995
Geraldine Stutz

<PAGE>

                               EXHIBIT INDEX

     Each exhibit is listed  according to the number assigned to  it in the
Exhibit Table of Item 601 of Regulation S-K.   The exhibit numbers preceded
by  an   asterisk  (*)  indicate   exhibits  physically  filed   with  this
Registration Statement.  All other exhibit  numbers indicate exhibits filed
by incorporation by reference herein.


Exhibit Number           Description                          Page

  4.1          Restated Certificate of Incorporation of the
               Registrant (incorporated by reference to
               Exhibit 3.1 to Registrant's Report on Form
               8-K dated June 23, 1989)

  4.2          By-Laws of the Registrant (incorporated by
               reference to Exhibit 3.2 to Registrant's
               Report on Form 10-K for the fiscal year
               ended January 31, 1995)

  4.4          Registrant's 1986 Stock Option Plan and 
               form of stock option agreement
               (incorporated by reference to Exhibit 10.3
               to Registrant's Report on Form 10-Q for the
               fiscal quarter ended April 30, 1994)

  4.6          Form of Rights Agreement dated as of November
               17, 1988 by and between Registrant and 
               Manufacturers Hanover Trust Company, as
               Rights Agent (incorporated by reference to
               Exhibit 4.1 to Registrant's Report on Form
               8-K dated November 18, 1988)

  4.7          Amendment to Rights Agreement dated as of
               September 21, 1989 by and between Registrant
               and Manufacturers Hanover Trust Company, as
               Rights Agent (incorporated by reference to
               Exhibit 4.1 to Registrant's Report on Form
               8-K dated September 28, 1989)

 *5.2          Opinion of counsel, including consent            7

*24.4          Consent of Independent Public Accountants        9

*24.5          Consent of counsel (included in Exhibit 5.2) 

*25.1          Power of Attorney (included at page 4)
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 TEXT", "secsgml_size_bytes": 13420}]
SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, DC  20549

                                  FORM S-8

                           REGISTRATION STATEMENT
                                   UNDER
                         THE SECURITIES ACT OF 1933

                               Tiffany & Co.
                  (Exact Name of Registrant as Specified in Its Charter)

                                  Delaware
              (State or Other Jurisdiction of Incorporation or Organization)

                                 13-3228013
                           (I.R.S. Employer Identification No.)

                                    727 Fifth Avenue
                         New York, New York  10022
                         (Address of Principal Executive Offices)

                           1986 Stock Option Plan
                                 (Full Title of the Plan)

                          Patrick B. Dorsey, Esq.
                  Senior Vice President - General Counsel
                               Tiffany & Co.
                              727 Fifth Avenue
                         New York, New York  10022
                      (Name and Address of Agent For Service)

                               (212) 755-8000
               (Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Proposed          Proposed
     Title of                             Maximum           Maximum
    Securities          Amount           Offering          Aggregate        Amount of
       to be             to be           Price Per         Offering        Registration
    Registered        Registered         Share (1)         Price (1)           Fee

   Common Stock         500,000           $39.75          $19,875,000       $6,853.45
(1)  These  amounts have  been  estimated  solely  for  the  purpose  of  
calculating  the registration fee.  Pursuant to Rule 457(c), these amounts have
been  computed on the basis of  the average of the high  and low prices for the
Registrant's Common Stock reported on the New York Exchange Composite Tape
for August 10, 1995, a date within five days prior to the date of filing of the
Registration Statement.
PART I

            INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.   Plan Information*

Item 2.   Registrant Information and Employee Plan Annual Information*

     *    Information required by  Part I to be contained  in the
          Section   10(a)   prospectus  is   omitted   from  this
          Registration Statement  in  accordance  with  Rule  428
          under the Securities Act of 1933 and the Note to Part I
          of Form S-8.

                                  PART II

             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Certain Documents by Reference

The following documents which have heretofore been filed by the  Registrant
with the  Securities and Exchange Commission (the "Commission") pursuant to
the Securities  Act of 1933, as  amended (the "1933 Act"),  and pursuant to
the  Securities Exchange  Act  of 1934,  as amended  (the "1934  Act"), are
incorporated by reference herein and shall be deemed to be a part hereof:

1.   The Registrant's Annual Report,  dated April 7,  1995, filed with  the
     Commission on Form 10-K for the fiscal year ended January 31, 1995;

2.   The Registrant's Quarterly Report, dated June 8, 1995, filed with  the
     Commission on Form 10-Q  for the fiscal quarter ended  April 30, 1995;
     and 

3.   Description  of  the  Registrant's  Common  Stock  contained   in  the
     Registration   Statement  filed  with  the   Commission  on  Form  S-1
     (Registration No. 33-12818), as most recently amended on May 5,  1987,
     including the Prospectus  for the Registrant's Common  Stock dated May
     5, 1987, as supplemented by the Registration Statement filed with  the
     Commission on Form 8-A.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
or 15(d) of the 1934 Act, prior to the filing of a post-effective amendment
to this Registration Statement which indicates that all  securities offered
hereby  have  been sold  or  which  deregisters  all such  securities  then
remaining unsold, shall be  deemed to be incorporated by reference  in this
Registration Statement and made part hereof from their respective dates  of
filing (such documents, and the  documents listed above, being  hereinafter
referred  to as  "Incorporated  Documents");  provided, however,  that  the
documents enumerated above or subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d)  of the 1934 Act in each year during
which the offering made by  this Registration Statement is in effect  prior
to the filing with the Commission of the Registrant's Annual Report on Form
10-K  covering  such  year  shall  not  be  Incorporated  Documents  or  be
incorporated  by reference  in this  Registration  Statement or  be a  part
hereof from and after the filing of such Annual Report on Form 10-K.
Any statement  contained herein  or in  an Incorporated  Document shall  be
deemed  to be  modified or  superseded  for purposes  of this  Registration
Statement to the  extent that a statement contained herein  or in any other
subsequently  filed  Incorporated  Document  modifies  or  supersedes  such
statement.   Any  such statement  so modified  or  superseded shall  not be
deemed, except as  so modified or superseded, to constitute  a part of this
Registration Statement.  

The Registrant will provide without charge to each person to whom a copy of
the Prospectus is delivered, upon written or oral request of such person, a
copy of any or all of the  documents referred to in this Item 3 of  Part II
which have  been or may be  incorporated by reference in  this Registration
Statement,  other   than  exhibits  thereto   (unless  such   exhibits  are
specifically incorporated  by reference in  such documents).   Requests for
such copies should be  directed  to Tarz F. Palomba,  Assistant  Secretary,
Tiffany  &  Co.,  727 Fifth  Avenue,  New  York, New York 10022;  telephone
(212) 605-4195.    Additional  updating  information  with  respect  to the
securities and plan  covered herein may be provided in  the future by means
of supplements to the Prospectus.

Item 4.   Description of Securities.

Not required.

Item 5.   Interests of Named Experts and Counsel

The legality  of the shares of  Common Stock being offered  hereby has been
passed upon by Patrick  B. Dorsey, Senior  Vice President, General  Counsel
and Secretary  of the  Registrant.   As of  the date  of this  Registration
Statement,  Mr. Dorsey owned  3,800 shares of  Common Stock  and options to
purchase up to 40,000 additional shares, of which options to acquire 29,500
shares are presently exercisable.

Item 6.   Indemnification of Directors and Officers

The contents  of  the section  entitled  "Indemnification of  Officers  and
Directors"   from  Registrant's   Registration  Statement   on  Form   S-8,
Registration Statement No. 33-23651, are incorporated herein by reference.

Item 7.   Exemption from Registration Claimed

Not applicable.

Item 8.   Exhibits

See Index to Exhibits on page 6.

Item 9.   Undertakings

The  contents of the sections  entitled "Undertakings" and "Indemnification
of Officers and Directors" from Registrant's Registration Statement on Form
S-8,  Registration  Statement  No.  33-23651,  are  incorporated  herein by
reference.
SIGNATURES

     Pursuant to  the  requirements of  the  Securities Act  of  1933,  the
Registrant certifies  that it  has reasonable  grounds to  believe that  it
meets all of the  requirements for filing on  Form S-8 and has duly  caused
this Registration Statement to  be signed on its behalf by the undersigned,
thereunto duly authorized, in  the City of New York and State  of New York,
on the 14th day of August, 1995.

                                   TIFFANY & CO.
                                   (Registrant)

                                   By: /s/ William R. Chaney
                                   ----------------------------------
                                   William R. Chaney, Chairman of the Board
                                   and President)

                             POWER OF ATTORNEY

     KNOW  ALL MEN  BY THESE  PRESENTS,  that each  person whose  signature
appears  below  constitutes  and  appoints  WILLIAM  R.  CHANEY,  JAMES  N.
FERNANDEZ and PATRICK  B. DORSEY his true and  lawful attorneys-in-fact and
agents,  each  acting   alone,  with  full   powers  of  substitution   and
resubstitution,  for him and in  his name, place and  stead, in any and all
capacities, to sign  this Registration Statement and any  or all amendments
to the Registration Statement,  including pre-effective and  post-effective
amendments, and  to file  the same,  with all  exhibits thereto,  and other
documents  in  connection  therewith,  with  the  Securities  and  Exchange
Commission, granting unto such attorneys-in-fact and agents, full power and
authority to  do and perform  each and  every act  and thing requisite  and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do,  and hereby ratifies and confirms all his
said attorneys-in-fact and agents, each acting alone, or his substitute  or
substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,   this
Registration Statement  has been  signed by  the following  persons in  the
capacities and on the dates indicated.

Signature                 Title                             Date 

/s/ William R. Chaney     Chairman of the Board             July 20, 1995
William R. Chaney         and President 
                          (principal executive officer)

/s/ James N. Fernandez    Senior Vice President             July 20, 1995
James N. Fernandez        Finance 
                          (principal financial officer)

/s/ Larry M. Segall       Vice President                    July 20, 1995
Larry M. Segall           Treasurer and Controller
                          (principal accounting officer)

/s/ Jane A. Dudley        Director                          July 20, 1995
Jane A. Dudley
/s/ Samuel L. Hayes, III  Director                          July 20, 1995
Samuel L. Hayes, III

/s/ Michael J. Kowalski   Director                          July 20, 1995
Michael J. Kowalski

/s/ Charles K. Marquis    Director                          July 20, 1995
Charles K. Marquis

/s/ James E. Quinn        Director                          July 20, 1995
James E. Quinn

/s/ Yoshiaki Sakakura     Director                          July 20, 1995
Yoshiaki Sakakura

/s/ William A. Shutzer    Director                          July 20, 1995
William A. Shutzer

/s/ Geraldine Stutz       Director                          July 20, 1995
Geraldine Stutz
EXHIBIT INDEX

     Each exhibit is listed  according to the number assigned to  it in the
Exhibit Table of Item 601 of Regulation S-K.   The exhibit numbers preceded
by  an   asterisk  (*)  indicate   exhibits  physically  filed   with  this
Registration Statement.  All other exhibit  numbers indicate exhibits filed
by incorporation by reference herein.

Exhibit Number           Description                          Page

  4.1          Restated Certificate of Incorporation of the
               Registrant (incorporated by reference to
               Exhibit 3.1 to Registrant's Report on Form
               8-K dated June 23, 1989)

  4.2          By-Laws of the Registrant (incorporated by
               reference to Exhibit 3.2 to Registrant's
               Report on Form 10-K for the fiscal year
               ended January 31, 1995)

  4.4          Registrant's 1986 Stock Option Plan and 
               form of stock option agreement
               (incorporated by reference to Exhibit 10.3
               to Registrant's Report on Form 10-Q for the
               fiscal quarter ended April 30, 1994)

  4.6          Form of Rights Agreement dated as of November
               17, 1988 by and between Registrant and 
               Manufacturers Hanover Trust Company, as
               Rights Agent (incorporated by reference to
               Exhibit 4.1 to Registrant's Report on Form
               8-K dated November 18, 1988)

  4.7          Amendment to Rights Agreement dated as of
               September 21, 1989 by and between Registrant
               and Manufacturers Hanover Trust Company, as
               Rights Agent (incorporated by reference to
               Exhibit 4.1 to Registrant's Report on Form
               8-K dated September 28, 1989)

 *5.2          Opinion of counsel, including consent            7

*24.4          Consent of Independent Public Accountants        9

*24.5          Consent of counsel (included in Exhibit 5.2) 

*25.1          Power of Attorney (included at page 4)