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       1,000,000           $43.81          $43,812,500      $13,276.50
===========================================================================================
</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 4, 1997, 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 8,  1997,  filed  with the
     Commission on Form 10-K for the fiscal year ended January 31, 1997;

2.   The  Registrant's  Quarterly  Report,  dated June 13, 1997,  filed with the
     Commission on Form 10-Q for the fiscal quarter ended April 30, 1997; 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.

                                     -2-

<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  7,600  shares  of Common  Stock  and  options  to  purchase  up to 82,000
additional  shares,  of which  options to acquire  61,000  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.

                                       -3-


<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 8th day of
August, 1997.


                                  TIFFANY & CO.
                                  (Registrant)



                        By: s/s William R. Chaney
                        ----------------------------------------
                       (William R. Chaney, Chairman of the Board 
                        and Chief Executive Officer)


                               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/s William R. Chaney        Chairman of the Board             November 21, 1996
William R. Chaney            and Chief Executive Officer
                             (principal executive officer)


s/s James N. Fernandez       Senior Vice President -           November 21, 1996
James N. Fernandez           Finance 
                             (principal financial officer)

                                     -4-


<PAGE>







s/s Larry M. Segall          Vice President -                  November 21, 1996
Larry M. Segall              Treasurer and Controller
                             (principal accounting
                             officer)

s/s Jane A. Dudley           Director                          November 21, 1996
Jane A. Dudley




s/s Samuel L. Hayes, III     Director                          November 21, 1996
Samuel L. Hayes, III




s/s Michael J. Kowalski      Director                          November 21, 1996
Michael J. Kowalski




/s/ Charles K Marquis        Director                          November 21, 1996
Charles K. Marquis




s/s James E. Quinn           Director                          November 21, 1996
James E. Quinn




s/s Yoshiaki Sakakura        Director                          November 21, 1996
Yoshiaki Sakakura




/s/ William A Shutzer        Director                          November 21, 1996
William A. Shutzer




/s/ Geraldine Stutz          Director                          November 21, 1996
Geraldine Stutz

                                      -5-



<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-K for the fiscal year
                  ended January 31, 1997)

   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)

                                      -6-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 TEXT", "secsgml_size_bytes": 14262}]
{"company-data": {"conformed-name": "TIFFANY & CO", "cik": "0000098246", "assigned-sic": "5944", "irs-number": "133228013", "state-of-incorporation": "DE", "fiscal-year-end": "0131"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-33171", "film-number": "97653938"}, "business-address": {"street1": "727 FIFTH AVE", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2127558000"}}
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       1,000,000           $43.81          $43,812,500      $13,276.50
===========================================================================================
(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 4, 1997, 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 8,  1997,  filed  with the
     Commission on Form 10-K for the fiscal year ended January 31, 1997;

2.   The  Registrant's  Quarterly  Report,  dated June 13, 1997,  filed with the
     Commission on Form 10-Q for the fiscal quarter ended April 30, 1997; 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.

                                     -2-
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  7,600  shares  of Common  Stock  and  options  to  purchase  up to 82,000
additional  shares,  of which  options to acquire  61,000  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.

                                       -3-
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 8th day of
August, 1997.

                                  TIFFANY & CO.
                                  (Registrant)

                        By: s/s William R. Chaney
                        ----------------------------------------
                       (William R. Chaney, Chairman of the Board 
                        and Chief Executive Officer)

                               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/s William R. Chaney        Chairman of the Board             November 21, 1996
William R. Chaney            and Chief Executive Officer
                             (principal executive officer)

s/s James N. Fernandez       Senior Vice President -           November 21, 1996
James N. Fernandez           Finance 
                             (principal financial officer)

                                     -4-
s/s Larry M. Segall          Vice President -                  November 21, 1996
Larry M. Segall              Treasurer and Controller
                             (principal accounting
                             officer)

s/s Jane A. Dudley           Director                          November 21, 1996
Jane A. Dudley

s/s Samuel L. Hayes, III     Director                          November 21, 1996
Samuel L. Hayes, III

s/s Michael J. Kowalski      Director                          November 21, 1996
Michael J. Kowalski

/s/ Charles K Marquis        Director                          November 21, 1996
Charles K. Marquis

s/s James E. Quinn           Director                          November 21, 1996
James E. Quinn

s/s Yoshiaki Sakakura        Director                          November 21, 1996
Yoshiaki Sakakura

/s/ William A Shutzer        Director                          November 21, 1996
William A. Shutzer

/s/ Geraldine Stutz          Director                          November 21, 1996
Geraldine Stutz

                                      -5-
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-K for the fiscal year
                  ended January 31, 1997)

   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)

                                      -6-