SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

         Delaware                                       13-3228013
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)


                                727 Fifth Avenue
                            New York, New York 10022
   (Address, including zip code, of Registrant's principal executive offices)

                          1998 Employee Incentive 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
<TABLE>
<CAPTION>

<S>                         <C>                      <C>                       <C>                      <C>
=========================== ======================== ========================= ======================== =========================
                                                             Proposed                  Proposed                 Amount of
   Title of  Securities           Amount to be           Maximum Offering         Maximum  Aggregate          Registration
     to be Registered           Registered (1)(3)       Price Per Share (2)       Offering Price (2)               Fee
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------
       Common Stock                 4,000,000               $43.4550                $173,820,000.00           $14,062.04
=========================== ======================== ========================= ======================== =========================
</TABLE>

(1) This number  represents an increase in the number of shares authorized under
the 1998 Employee Incentive Plan. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended,  this Registration  Statement also covers an
indeterminate  amount of  interests  to be offered or sold  pursuant to the 1998
Employee Incentive Plan.


(2)  Estimated  in  accordance  with  Rule 457 (c)  solely  for the  purpose  of
determining the  registration  fee,  computed on the basis of the average of the
high and low sales price for the Registrant's Common Stock reported on

<PAGE>

the New York Exchange on December 15, 2003, a date within five days prior to the
date of filing of this Registration Statement.


(3) This  registration  statement also registers any additional shares of Common
Stock  which  become  issuable  by reason of any stock  dividend,  stock  split,
split-up,  reclassification  and/or other  similar  event  effected  without the
receipt  of  consideration  which  results in an  increase  in the number of the
Registrant's outstanding shares of Common Stock.


                                                                          Page 2

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES

        This  Registration  is being filed to register an  additional  4,000,000
shares of Common Stock, par value $.01 per share (the "Common Stock") of Tiffany
& Co. (the  "Registrant")  as a result of an increase in the number of shares of
Common Stock issuable under the  Registrant's  1998 Employee  Incentive Plan, as
amended (the "Plan").  We previously filed  Registration  Statements on Form S-8
with the Securities and Exchange Commission (SEC File Nos. 333-67723, 333-85201,
and  333-43978)  on November  23,  1998,  August 13,  1999 and August 17,  2000,
respectively,  in  connection  with the Plan.  Accordingly,  the contents of our
previously filed Form S-8s,  including any subsequently  filed periodic reports,
are hereby  incorporated by reference.  This  incorporation by reference is made
pursuant to General  Instruction  E on Form S-8 regarding  the  registration  of
additional  securities of the same class as other securities for which there has
been filed a  Registration  Statement on Form S-8 relating to the same  employee
benefit plan.

Item 3.        Incorporation of Certain Documents by Reference

        The following  document 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"), is incorporated by reference  herein pursuant
to  Instruction  E of Form S-8,  and shall be  deemed to be a part  hereof:  the
Registrant's Annual Report on Form 10-K filed with the Commission for the fiscal
year ended January 31, 2003 .

        All documents  subsequently  filed by the Registrant with the Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a post-effective  amendment to this  registration  Statement which
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this Registration Statement.

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 11,200 shares of Common Stock and options to purchase up to 319,000
additional  shares,  of which  options to acquire  208,750  shares are presently
exercisable.

Item 8.        Exhibits

        See Index to Exhibits on page 7.


                                                                          Page 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 20th day of
November 2003.

                              TIFFANY & CO.
                              (Registrant)



                           By: /s/ Michael J. Kowalski
                               ---------------------------------
                               Michael J. Kowalski
                              (Chief Executive Officer)

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints MICHAEL J. KOWALSKI,  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.

<TABLE>
<CAPTION>
<S>                                      <C>                                    <C>

Signature                                       Title                           Date
---------                                       -----                           ----

/s/ Michael J. Kowalski
_________________________________         Chairman of the Board and             November 20, 2003
Michael J. Kowalski                       Chief Executive Officer
                                          (principal executive officer)
                                          (director)


/s/ James N. Fernandez
_________________________________         Executive Vice President and          November 20, 2003
James N. Fernandez                        Chief Financial Officer
                                          (principal financial officer)

                                                                                           Page 4
<PAGE>

/s/ Warren S. Feld
_________________________________         Vice President - Controller           November 20, 2003
Warren S. Feld                            (principal accounting officer)


/s/ William R. Chaney
_________________________________         Director                              November 20, 2003
William R. Chaney


/s/ Rose Marie Bravo
_________________________________         Director                              November 20, 2003
Rose Marie Bravo


/s/ Samuel L Hayes, III
_________________________________         Director                              November 20, 2003
Samuel L Hayes, III


/s/ Charles K. Marquis
_________________________________         Director                              November 20, 2003
Charles K. Marquis


/s/ J. Thomas Presby
_________________________________         Director                              November 20, 2003
J. Thomas Presby


/s/ James E. Quinn
_________________________________         President                             November 20, 2003
James E. Quinn                            (director)


/s/ William A. Shutzer
_________________________________         Director                              November 20, 2003
William A. Shutzer


/s/ Abby F. Kohnstamm
_________________________________         Director                              November 20, 2003
Abby F. Kohnstamm

</TABLE>
                                                                          Page 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.

<TABLE>
<CAPTION>

<S>                        <C>                                                    <C>
Exhibit Number                      Description                                   Page
--------------                      -----------                                   ----

     *5.1                  Opinion of counsel, including consent                   7-8

    *23.1                  Consent of Independent Accountants                        9

    *23.2                  Consent of counsel (included in Exhibit 5.1)

    *24.1                  Power of Attorney (included at page 3)


</TABLE>
                                                                          Page 6
[{"type": "S-8", "sequence": "1", "filename": "forms8_2003-98eiplan.txt", "description": "1998 EMPLOYEE INCENTIVE PLAN", "secsgml_size_bytes": 12274}]
{"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": "333-111258", "film-number": "031059561"}, "business-address": {"street1": "727 FIFTH AVE", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2122305317"}, "mail-address": {"street1": "727 FIFTH AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                              --------------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

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

         Delaware                                       13-3228013
(State or Other Jurisdiction of             (I.R.S. Employer Identification No.)
Incorporation or Organization)

                                727 Fifth Avenue
                            New York, New York 10022
   (Address, including zip code, of Registrant's principal executive offices)

                          1998 Employee Incentive 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                 Amount of
   Title of  Securities           Amount to be           Maximum Offering         Maximum  Aggregate          Registration
     to be Registered           Registered (1)(3)       Price Per Share (2)       Offering Price (2)               Fee
--------------------------- ------------------------ ------------------------- ------------------------ -------------------------
       Common Stock                 4,000,000               $43.4550                $173,820,000.00           $14,062.04
=========================== ======================== ========================= ======================== =========================
(1) This number  represents an increase in the number of shares authorized under
the 1998 Employee Incentive Plan. In addition, pursuant to Rule 416(c) under the
Securities Act of 1933, as amended,  this Registration  Statement also covers an
indeterminate  amount of  interests  to be offered or sold  pursuant to the 1998
Employee Incentive Plan.

(2)  Estimated  in  accordance  with  Rule 457 (c)  solely  for the  purpose  of
determining the  registration  fee,  computed on the basis of the average of the
high and low sales price for the Registrant's Common Stock reported on
the New York Exchange on December 15, 2003, a date within five days prior to the
date of filing of this Registration Statement.

(3) This  registration  statement also registers any additional shares of Common
Stock  which  become  issuable  by reason of any stock  dividend,  stock  split,
split-up,  reclassification  and/or other  similar  event  effected  without the
receipt  of  consideration  which  results in an  increase  in the number of the
Registrant's outstanding shares of Common Stock.

                                                                          Page 2
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

  STATEMENT UNDER GENERAL INSTRUCTION E - REGISTRATION OF ADDITIONAL SECURITIES

        This  Registration  is being filed to register an  additional  4,000,000
shares of Common Stock, par value $.01 per share (the "Common Stock") of Tiffany
& Co. (the  "Registrant")  as a result of an increase in the number of shares of
Common Stock issuable under the  Registrant's  1998 Employee  Incentive Plan, as
amended (the "Plan").  We previously filed  Registration  Statements on Form S-8
with the Securities and Exchange Commission (SEC File Nos. 333-67723, 333-85201,
and  333-43978)  on November  23,  1998,  August 13,  1999 and August 17,  2000,
respectively,  in  connection  with the Plan.  Accordingly,  the contents of our
previously filed Form S-8s,  including any subsequently  filed periodic reports,
are hereby  incorporated by reference.  This  incorporation by reference is made
pursuant to General  Instruction  E on Form S-8 regarding  the  registration  of
additional  securities of the same class as other securities for which there has
been filed a  Registration  Statement on Form S-8 relating to the same  employee
benefit plan.

Item 3.        Incorporation of Certain Documents by Reference

        The following  document 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"), is incorporated by reference  herein pursuant
to  Instruction  E of Form S-8,  and shall be  deemed to be a part  hereof:  the
Registrant's Annual Report on Form 10-K filed with the Commission for the fiscal
year ended January 31, 2003 .

        All documents  subsequently  filed by the Registrant with the Commission
pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act
of 1934, as amended, after the date of this Registration Statement, but prior to
the filing of a post-effective  amendment to this  registration  Statement which
indicates that all securities  offered by this Registration  Statement have been
sold or which  deregisters all such securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this Registration Statement.

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 11,200 shares of Common Stock and options to purchase up to 319,000
additional  shares,  of which  options to acquire  208,750  shares are presently
exercisable.

Item 8.        Exhibits

        See Index to Exhibits on page 7.

                                                                          Page 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 20th day of
November 2003.

                              TIFFANY & CO.
                              (Registrant)

                           By: /s/ Michael J. Kowalski
                               ---------------------------------
                               Michael J. Kowalski
                              (Chief Executive Officer)

                                POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS,  that each person whose signature  appears below
constitutes and appoints MICHAEL J. KOWALSKI,  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/ Michael J. Kowalski
_________________________________         Chairman of the Board and             November 20, 2003
Michael J. Kowalski                       Chief Executive Officer
                                          (principal executive officer)
                                          (director)

/s/ James N. Fernandez
_________________________________         Executive Vice President and          November 20, 2003
James N. Fernandez                        Chief Financial Officer
                                          (principal financial officer)

                                                                                           Page 4
/s/ Warren S. Feld
_________________________________         Vice President - Controller           November 20, 2003
Warren S. Feld                            (principal accounting officer)

/s/ William R. Chaney
_________________________________         Director                              November 20, 2003
William R. Chaney

/s/ Rose Marie Bravo
_________________________________         Director                              November 20, 2003
Rose Marie Bravo

/s/ Samuel L Hayes, III
_________________________________         Director                              November 20, 2003
Samuel L Hayes, III

/s/ Charles K. Marquis
_________________________________         Director                              November 20, 2003
Charles K. Marquis

/s/ J. Thomas Presby
_________________________________         Director                              November 20, 2003
J. Thomas Presby

/s/ James E. Quinn
_________________________________         President                             November 20, 2003
James E. Quinn                            (director)

/s/ William A. Shutzer
_________________________________         Director                              November 20, 2003
William A. Shutzer

/s/ Abby F. Kohnstamm
_________________________________         Director                              November 20, 2003
Abby F. Kohnstamm
Page 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
--------------                      -----------                                   ----

     *5.1                  Opinion of counsel, including consent                   7-8

    *23.1                  Consent of Independent Accountants                        9

    *23.2                  Consent of counsel (included in Exhibit 5.1)

    *24.1                  Power of Attorney (included at page 3)
Page 6