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)

                     2008 Directors Equity Compensation 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)
Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

    Large Accelerated filer |X|                  Accelerated filer |_|
    Non-Accelerated filer |_|                    Smaller reporting company |_|
(Do not check if smaller reporting company)
                         CALCULATION OF REGISTRATION FEE
<TABLE>
==================================================================================================
        <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 (1)     Share (2)        Price (2)          Fee (2)
--------------------------------------------------------------------------------------------------
       Common Stock         1,000,000          $46.66         $46,660,000        $1,833.74
==================================================================================================
</TABLE>



(1) Pursuant to Rule 416(a) under the Securities  Act of 1933, the  registration
statement  also  registers  such  additional  shares of Common Stock that become
available  under the foregoing plan in connection  with changes in the number of
outstanding  Common  Stock  because of events  such as  recapitalization,  stock
dividends,  stock splits and reverse stock splits, and any other securities with
respect to which the outstanding Shares are converted or
(2) These amounts have been estimated  solely for the purpose of calculating the
registration  fee.  Pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities
Act of 1933,  as amended,  these  amounts have been computed on the basis of the
average of the high and low prices for the Registrant's  Common Stock, par value
$0.01 per share,  reported  by the New York  Exchange  on May 27,  2008,  a date
within five days prior to the date of filing of this 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, as amended (the "Securities  Act") and the
Note to Part I of Form S-8. The documents containing the information required by
Part I of Form S-8 will be sent or given to  participants  of the 2008 Directors
Equity Compensation Plan (the "Plan") as specified by Rule 428 of the Securities
Act. The Plan is being filed herein with the Securities and Exchange  Commission
(the  "Commission")  as  referenced  in Item 8 of  Part II of this  Registration
Statement on Form S-8. The Plan, as filed with this  Registration  Statement and
the documents  incorporated by reference in the Registration  Statement pursuant
to Item 3 of Part II of this form, taken together,  constitute a prospectus that
meets the  requirements  of Section 10(a) of the Securities  Act. The Registrant
will maintain a file of such documents in accordance with the provisions of Rule
428. Upon request,  the Registrant will furnish to the Commission or its staff a
copy or copies of all documents included in that file.

                                     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 on Form 10-K for the  fiscal  year  ended
     January 31, 2008, filed with the Commission on March 28, 2008;

2.   The  Registrant's  Current Report on Form 8-K, filed with the Commission on
     March 24, 2008;

3.   The  Registrant's  Current Report on Form 8-K, filed with the Commission on
     May 15, 2008;

4.   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 dated November 18, 1988, filed
     with the Commission on Form 8-A and the  Registrant's  Report on Form 8-A/A
     dated September 25, 1998.

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's Exchange Act file number with the Commission is 001-09494

Item 4.         Description of Securities.

Not applicable.

Item 5.         Interests of Named Experts and Counsel.

Certain  legal  matters  with  respect  to  the  validity  of the  Common  Stock
registered hereby have been passed upon for the Registrant by

<PAGE>
Patrick B. Dorsey,  Senior Vice President,  General Counsel and Secretary of the
Registrant.  Mr.  Dorsey is  employed by the  Registrant  but is  ineligible  to
participate in the Plan.

Item 6.        Indemnification of Directors and Officers.

Article  Eighth  of  the  Registrant's  Restated  Certificate  of  Incorporation
provides that a director of the Registrant shall not be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director,  except (i) for any breach of the  director's  duty of loyalty to
the Registrant or its stockholders, (ii) for acts or omissions not in good faith
or which involve  intentional  misconduct or a knowing  violation of law,  (iii)
under  Section  174 of the  Delaware  General  Corporation  Law, or (iv) for any
transaction from which the director derived any improper personal benefit.

The Delaware Corporation Law (Section 145 of Title 8) permits indemnification of
directors,  officers  and  employees  in certain  circumstances  and  subject to
certain limitations.  Section 6.01 of the Registrant's Restated By-laws provides
that the Registrant shall, to the fullest extent permitted by law, indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (including  without  limitation an
action by or in the right of the Registrant) by reason of the fact that he is or
was a director or officer of the Registrant, or is or was serving at the request
of  the  Registrant  as a  director,  officer,  employee  or  agent  of  another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Registrant,  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful, provided, however, that in
the event of any action, suit or proceeding  initiated by and in the name of (or
by and in the name of a nominee or agent for) a person  who would  otherwise  be
entitled to  indemnification,  such person shall be entitled to  indemnification
hereunder only in the event such action, suit or proceeding was initiated on the
authorization  of the  Board  of  Directors.  This  right  of  indemnity  is not
exclusive  and the  Registrant  may provide  indemnification  to any person,  by
agreement or otherwise,  on such terms and  conditions as the Board of Directors
may approve.  Moreover,  any  agreement  for  indemnification  of any  director,
officer,  employee or other person may provide  indemnification  rights that are
broader or otherwise different from those set forth herein.

Section 6.02 of the Registrant's Restated By-laws states that the Registrant may
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director,  officer, employee or agent of the Registrant, or is or was serving at
the request of the Registrant as director, officer, employee or agent of another
corporation,  partnership,  joint venture, trust or other enterprise against any
liability  asserted  against  him and  incurred  by him in any such  capacity or
arising out of his status as such,  whether or not the Registrant would have the
power to indemnify him against such liability  pursuant to the Restated By-laws.
To this end, the directors and officers of the  Registrant are covered by one or
more  insurance  policies  under which they are  insured,  within the limits and
subject to certain limitations,  against certain expenses in connection with the
defense of actions, suits or proceedings,  and certain liabilities that might be
imposed  as a result of such  actions,  suits or  proceedings  in which they are
parties by reason of being or having been directors or officers.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

Item 7.         Exemption from Registration Claimed.

Not applicable.

Item 8.         Exhibits.

Exhibit No.       Description
-----------       ------------

3.1               Restated Certificate of Incorporation of Registrant.
                  Incorporated by reference from Exhibit 3.1 to Registrant's
                  Report on Form 8-K dated May 16, 1996, as amended by the
                  Certificate of Amendment of Certificate of Incorporation dated
                  May 20, 1999 (incorporated by reference to Exhibit 3.1 to
                  Registrant's Report on Form 10-Q for the Fiscal Quarter ended
                  July 31,1999).

3.1a              Amendment to Certificate of Incorporation of Registrant dated
                  May 18, 2000. Previously filed as Exhibit 3.1b to Registrant's
                  Annual Report on Form 10-K for the Fiscal Year ended January
                  31, 2001 (incorporated by reference to Exhibit 3.1a to
                  Registrant's Annual Report on Form 10-K for the Fiscal Year
                  ended January 31, 2008).

<PAGE>
Exhibit No.       Description
-----------       ------------

3.2               Restated  By-Laws of Registrant, as last amended July 19, 2007
                  (incorporated  by reference from  Exhibit 3.2 to Registrant's
                  Report on Form 8-K dated July 20, 2007).

4.4               Registrant's 2008 Directors Equity Compensation Plan
                  (filed herewith).

5.1               Opinion of counsel (filed herewith).

23.1              Consent of Independent Registered Public Accounting Firm
                  (filed herewith).

23.2              Consent of counsel (included in Exhibit 5.1).

24.1              Power of Attorney (included on the signature page of this
                  Registration Statement).

Item 9.         Undertakings

1.   The undersigned Registrant hereby undertakes:

     (a)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of this  Registration  Statement  (or the most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate  offering price set forth
          in the  "Calculation  of  Registration  Fee"  table  in the  effective
          registration statement; and

     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously  disclosed in this Registration  Statement
          or any  material  change  to such  information  in  this  Registration
          Statement;

provided,  however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement;

     (b)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof; and

     (c)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

2. The undersigned  Registrant hereby further  undertakes that, for the purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

3. Insofar as indemnification  for liabilities  arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
<PAGE>
4. That,  for the purpose of determining  liability of the Registrant  under the
Securities Act to any purchaser in the initial  distribution  of the securities:
The undersigned  Registrant  undertakes that in a primary offering of securities
of  the  undersigned   Registrant  pursuant  to  this  Registration   Statement,
regardless  of the  underwriting  method  used to  sell  the  securities  to the
purchaser,  if the  securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned Registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such
purchaser:  (i) any  preliminary  prospectus or  prospectus  of the  undersigned
Registrant  relating to the offering  required to be filed pursuant to Rule 424;
(ii) any free  writing  prospectus  relating to the  offering  prepared by or on
behalf of the  undersigned  Registrant or used or referred to by the undersigned
Registrant;  (iii) the portion of any other free writing prospectus  relating to
the offering containing material information about the undersigned Registrant or
its securities provided by or on behalf of the undersigned Registrant;  and (iv)
any other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.


<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 this 29th day of
May, 2008.


                                               TIFFANY & CO.
                                               (Registrant)



                                           By:/s/ Michael J. Kowalski
                                              ---------------------------------
                                           (Michael J. Kowalski, 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 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>
        <S>                                           <C>                               <C>

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


         /s/ Michael J. Kowalski
         _________________________________            Chairman of the Board and         May 29, 2008
         Michael J. Kowalski                          Chief Executive Officer
                                                      (Principal executive officer)
                                                      (Director)

         /s/ James N. Fernandez
         _________________________________            Executive Vice President and      May 29, 2008
         James N. Fernandez                           Chief Financial Officer
                                                      (Principal financial officer)


         /s/ Henry Iglesias
         _________________________________            Vice President and Controller     May 29, 2008
         Henry Iglesias                               (Principal accounting officer)



         /s/ Rose Marie Bravo
         _________________________________            Director                          May 15, 2008
         Rose Marie Bravo



         /s/ Gary E. Costley
         _________________________________            Director                          May 15, 2008
         Gary E. Costley

<PAGE>


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



         /s/ Lawrence K. Fish
         _________________________________            Director                          May 15, 2008
         Lawrence K. Fish



         /s/ Abby F. Kohnstamm
         _________________________________            Director                          May 15, 2008
         Abby F. Kohnstamm



         /s/ Charles K. Marquis
         _________________________________            Director                          May 15, 2008
         Charles K. Marquis



         /s/ Peter W. May
         _________________________________            Director                          May 15, 2008
         Peter W. May



         /s/ J. Thomas Presby
         _________________________________            Director                          May 15, 2008
         J. Thomas Presby



         /s/ William A. Shutzer
         _________________________________            Director                          May 15, 2008
         William A. Shutzer


</TABLE>

<PAGE>

                                 EXHIBIT INDEX

<TABLE>

<S>               <C>

Exhibit No.       Description
-----------       -----------

3.1               Restated Certificate of Incorporation of Registrant. Incorporated by reference from Exhibit 3.1
                  to Registrant's Report on Form 8-K dated May 16, 1996, as amended by the Certificate of
                  Amendment of Certificate of Incorporation dated May 20, 1999 (incorporated by reference to
                  Exhibit 3.1 to Registrant's Report on Form 10-Q for the Fiscal Quarter ended July 31,1999).

3.1a              Amendment to Certificate of Incorporation of Registrant dated May 18, 2000. Previously filed
                  as Exhibit 3.1b to Registrant's Annual Report on Form 10-K for the Fiscal Year ended January
                  31, 2001 (incorporated by reference to Exhibit 3.1a to Registrant's Annual Report on Form 10-K
                  for the Fiscal Year ended January 31, 2008).

3.2               Restated By-Laws of Registrant, as last amended July 19, 2007 (incorporated by reference from
                  Exhibit 3.2 to Registrant's Report on Form 8-K dated July 20, 2007).

4.4               Registrant's 2008 Directors Equity Compensation Plan (filed herewith).

5.1               Opinion of counsel (filed herewith).

23.1              Consent of Independent Registered Public Accounting Firm (filed herewith).

23.2              Consent of counsel (included in Exhibit 5.1).

24.1              Power of Attorney (included on the signature page of this Registration Statement).

</TABLE>
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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)

                     2008 Directors Equity Compensation 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)
Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

    Large Accelerated filer |X|                  Accelerated filer |_|
    Non-Accelerated filer |_|                    Smaller reporting company |_|
(Do not check if smaller reporting company)
                         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 (1)     Share (2)        Price (2)          Fee (2)
--------------------------------------------------------------------------------------------------
       Common Stock         1,000,000          $46.66         $46,660,000        $1,833.74
==================================================================================================
(1) Pursuant to Rule 416(a) under the Securities  Act of 1933, the  registration
statement  also  registers  such  additional  shares of Common Stock that become
available  under the foregoing plan in connection  with changes in the number of
outstanding  Common  Stock  because of events  such as  recapitalization,  stock
dividends,  stock splits and reverse stock splits, and any other securities with
respect to which the outstanding Shares are converted or
(2) These amounts have been estimated  solely for the purpose of calculating the
registration  fee.  Pursuant to Rule 457(h)(1) and Rule 457(c) of the Securities
Act of 1933,  as amended,  these  amounts have been computed on the basis of the
average of the high and low prices for the Registrant's  Common Stock, par value
$0.01 per share,  reported  by the New York  Exchange  on May 27,  2008,  a date
within five days prior to the date of filing of this 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, as amended (the "Securities  Act") and the
Note to Part I of Form S-8. The documents containing the information required by
Part I of Form S-8 will be sent or given to  participants  of the 2008 Directors
Equity Compensation Plan (the "Plan") as specified by Rule 428 of the Securities
Act. The Plan is being filed herein with the Securities and Exchange  Commission
(the  "Commission")  as  referenced  in Item 8 of  Part II of this  Registration
Statement on Form S-8. The Plan, as filed with this  Registration  Statement and
the documents  incorporated by reference in the Registration  Statement pursuant
to Item 3 of Part II of this form, taken together,  constitute a prospectus that
meets the  requirements  of Section 10(a) of the Securities  Act. The Registrant
will maintain a file of such documents in accordance with the provisions of Rule
428. Upon request,  the Registrant will furnish to the Commission or its staff a
copy or copies of all documents included in that file.

                                     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 on Form 10-K for the  fiscal  year  ended
     January 31, 2008, filed with the Commission on March 28, 2008;

2.   The  Registrant's  Current Report on Form 8-K, filed with the Commission on
     March 24, 2008;

3.   The  Registrant's  Current Report on Form 8-K, filed with the Commission on
     May 15, 2008;

4.   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 dated November 18, 1988, filed
     with the Commission on Form 8-A and the  Registrant's  Report on Form 8-A/A
     dated September 25, 1998.

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's Exchange Act file number with the Commission is 001-09494

Item 4.         Description of Securities.

Not applicable.

Item 5.         Interests of Named Experts and Counsel.

Certain  legal  matters  with  respect  to  the  validity  of the  Common  Stock
registered hereby have been passed upon for the Registrant by
Patrick B. Dorsey,  Senior Vice President,  General Counsel and Secretary of the
Registrant.  Mr.  Dorsey is  employed by the  Registrant  but is  ineligible  to
participate in the Plan.

Item 6.        Indemnification of Directors and Officers.

Article  Eighth  of  the  Registrant's  Restated  Certificate  of  Incorporation
provides that a director of the Registrant shall not be personally liable to the
Registrant or its stockholders for monetary damages for breach of fiduciary duty
as a director,  except (i) for any breach of the  director's  duty of loyalty to
the Registrant or its stockholders, (ii) for acts or omissions not in good faith
or which involve  intentional  misconduct or a knowing  violation of law,  (iii)
under  Section  174 of the  Delaware  General  Corporation  Law, or (iv) for any
transaction from which the director derived any improper personal benefit.

The Delaware Corporation Law (Section 145 of Title 8) permits indemnification of
directors,  officers  and  employees  in certain  circumstances  and  subject to
certain limitations.  Section 6.01 of the Registrant's Restated By-laws provides
that the Registrant shall, to the fullest extent permitted by law, indemnify any
person  who  was or is a  party  or is  threatened  to be  made a  party  to any
threatened,  pending or completed  action,  suit or  proceeding,  whether civil,
criminal,  administrative  or  investigative  (including  without  limitation an
action by or in the right of the Registrant) by reason of the fact that he is or
was a director or officer of the Registrant, or is or was serving at the request
of  the  Registrant  as a  director,  officer,  employee  or  agent  of  another
corporation,  partnership,  joint venture,  trust or other  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in or not  opposed  to  the  best  interests  of the
Registrant,  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful, provided, however, that in
the event of any action, suit or proceeding  initiated by and in the name of (or
by and in the name of a nominee or agent for) a person  who would  otherwise  be
entitled to  indemnification,  such person shall be entitled to  indemnification
hereunder only in the event such action, suit or proceeding was initiated on the
authorization  of the  Board  of  Directors.  This  right  of  indemnity  is not
exclusive  and the  Registrant  may provide  indemnification  to any person,  by
agreement or otherwise,  on such terms and  conditions as the Board of Directors
may approve.  Moreover,  any  agreement  for  indemnification  of any  director,
officer,  employee or other person may provide  indemnification  rights that are
broader or otherwise different from those set forth herein.

Section 6.02 of the Registrant's Restated By-laws states that the Registrant may
purchase  and  maintain  insurance  on  behalf  of  any  person  who is or was a
director,  officer, employee or agent of the Registrant, or is or was serving at
the request of the Registrant as director, officer, employee or agent of another
corporation,  partnership,  joint venture, trust or other enterprise against any
liability  asserted  against  him and  incurred  by him in any such  capacity or
arising out of his status as such,  whether or not the Registrant would have the
power to indemnify him against such liability  pursuant to the Restated By-laws.
To this end, the directors and officers of the  Registrant are covered by one or
more  insurance  policies  under which they are  insured,  within the limits and
subject to certain limitations,  against certain expenses in connection with the
defense of actions, suits or proceedings,  and certain liabilities that might be
imposed  as a result of such  actions,  suits or  proceedings  in which they are
parties by reason of being or having been directors or officers.

Insofar as indemnification  for liabilities arising under the Securities Act may
be permitted to directors,  officers and  controlling  persons of the Registrant
pursuant to the foregoing  provisions,  or otherwise,  the  Registrant  has been
advised  that in the opinion of the  Securities  and  Exchange  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

Item 7.         Exemption from Registration Claimed.

Not applicable.

Item 8.         Exhibits.

Exhibit No.       Description
-----------       ------------

3.1               Restated Certificate of Incorporation of Registrant.
                  Incorporated by reference from Exhibit 3.1 to Registrant's
                  Report on Form 8-K dated May 16, 1996, as amended by the
                  Certificate of Amendment of Certificate of Incorporation dated
                  May 20, 1999 (incorporated by reference to Exhibit 3.1 to
                  Registrant's Report on Form 10-Q for the Fiscal Quarter ended
                  July 31,1999).

3.1a              Amendment to Certificate of Incorporation of Registrant dated
                  May 18, 2000. Previously filed as Exhibit 3.1b to Registrant's
                  Annual Report on Form 10-K for the Fiscal Year ended January
                  31, 2001 (incorporated by reference to Exhibit 3.1a to
                  Registrant's Annual Report on Form 10-K for the Fiscal Year
                  ended January 31, 2008).
Exhibit No.       Description
-----------       ------------

3.2               Restated  By-Laws of Registrant, as last amended July 19, 2007
                  (incorporated  by reference from  Exhibit 3.2 to Registrant's
                  Report on Form 8-K dated July 20, 2007).

4.4               Registrant's 2008 Directors Equity Compensation Plan
                  (filed herewith).

5.1               Opinion of counsel (filed herewith).

23.1              Consent of Independent Registered Public Accounting Firm
                  (filed herewith).

23.2              Consent of counsel (included in Exhibit 5.1).

24.1              Power of Attorney (included on the signature page of this
                  Registration Statement).

Item 9.         Undertakings

1.   The undersigned Registrant hereby undertakes:

     (a)  To file,  during any period in which offers or sales are being made, a
          post-effective amendment to this Registration Statement:

     (i)  To  include  any  prospectus  required  by  Section  10(a)(3)  of  the
          Securities Act;

     (ii) To reflect in the  prospectus  any facts or events  arising  after the
          effective  date of this  Registration  Statement  (or the most  recent
          post-effective  amendment  thereof)  which,  individually  or  in  the
          aggregate, represent a fundamental change in the information set forth
          in the  registration  statement.  Notwithstanding  the foregoing,  any
          increase  or decrease  in volume of  securities  offered (if the total
          dollar  value of  securities  offered  would not exceed that which was
          registered)  and  any  deviation  from  the  low  or  high  end of the
          estimated  maximum  offering  range  may be  reflected  in the form of
          prospectus  filed with the  Commission  pursuant to Rule 424(b) if, in
          the aggregate,  the changes in volume and price represent no more than
          a 20 percent change in the maximum aggregate  offering price set forth
          in the  "Calculation  of  Registration  Fee"  table  in the  effective
          registration statement; and

     (iii)To  include  any  material  information  with  respect  to the plan of
          distribution not previously  disclosed in this Registration  Statement
          or any  material  change  to such  information  in  this  Registration
          Statement;

provided,  however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  contained  in periodic  reports  filed with or  furnished to the
Commission  by the  Registrant  pursuant  to Section 13 or Section  15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement;

     (b)  That,  for  the  purpose  of  determining   any  liability  under  the
          Securities Act, each such post-effective  amendment shall be deemed to
          be a new  registration  statement  relating to the securities  offered
          therein,  and the  offering of such  securities  at that time shall be
          deemed to be the initial bona fide offering thereof; and

     (c)  To remove from registration by means of a post-effective amendment any
          of  the  securities  being  registered  which  remain  unsold  at  the
          termination of the offering.

2. The undersigned  Registrant hereby further  undertakes that, for the purposes
of  determining  any  liability  under the  Securities  Act,  each filing of the
Registrant's  annual  report  pursuant to Section 13(a) or 15(d) of the Exchange
Act (and,  where  applicable,  each filing of an employee  benefit plan's annual
report  pursuant to Section 15(d) of the Exchange Act) that is  incorporated  by
reference  in  this  Registration   Statement  shall  be  deemed  to  be  a  new
registration  statement  relating to the  securities  offered  therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

3. Insofar as indemnification  for liabilities  arising under the Securities Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act and is,  therefore,
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the  Registrant of expenses  incurred or
paid by a  director,  officer or  controlling  person of the  Registrant  in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as  expressed  in the  Securities  Act and will be  governed by the final
adjudication of such issue.
4. That,  for the purpose of determining  liability of the Registrant  under the
Securities Act to any purchaser in the initial  distribution  of the securities:
The undersigned  Registrant  undertakes that in a primary offering of securities
of  the  undersigned   Registrant  pursuant  to  this  Registration   Statement,
regardless  of the  underwriting  method  used to  sell  the  securities  to the
purchaser,  if the  securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned Registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such
purchaser:  (i) any  preliminary  prospectus or  prospectus  of the  undersigned
Registrant  relating to the offering  required to be filed pursuant to Rule 424;
(ii) any free  writing  prospectus  relating to the  offering  prepared by or on
behalf of the  undersigned  Registrant or used or referred to by the undersigned
Registrant;  (iii) the portion of any other free writing prospectus  relating to
the offering containing material information about the undersigned Registrant or
its securities provided by or on behalf of the undersigned Registrant;  and (iv)
any other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
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 this 29th day of
May, 2008.

                                               TIFFANY & CO.
                                               (Registrant)

                                           By:/s/ Michael J. Kowalski
                                              ---------------------------------
                                           (Michael J. Kowalski, 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 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         May 29, 2008
         Michael J. Kowalski                          Chief Executive Officer
                                                      (Principal executive officer)
                                                      (Director)

         /s/ James N. Fernandez
         _________________________________            Executive Vice President and      May 29, 2008
         James N. Fernandez                           Chief Financial Officer
                                                      (Principal financial officer)

         /s/ Henry Iglesias
         _________________________________            Vice President and Controller     May 29, 2008
         Henry Iglesias                               (Principal accounting officer)

         /s/ Rose Marie Bravo
         _________________________________            Director                          May 15, 2008
         Rose Marie Bravo

         /s/ Gary E. Costley
         _________________________________            Director                          May 15, 2008
         Gary E. Costley
Signature                                    Title                             Date
         ---------                                    -----                             ----

         /s/ Lawrence K. Fish
         _________________________________            Director                          May 15, 2008
         Lawrence K. Fish

         /s/ Abby F. Kohnstamm
         _________________________________            Director                          May 15, 2008
         Abby F. Kohnstamm

         /s/ Charles K. Marquis
         _________________________________            Director                          May 15, 2008
         Charles K. Marquis

         /s/ Peter W. May
         _________________________________            Director                          May 15, 2008
         Peter W. May

         /s/ J. Thomas Presby
         _________________________________            Director                          May 15, 2008
         J. Thomas Presby

         /s/ William A. Shutzer
         _________________________________            Director                          May 15, 2008
         William A. Shutzer
EXHIBIT INDEX
Exhibit No.       Description
-----------       -----------

3.1               Restated Certificate of Incorporation of Registrant. Incorporated by reference from Exhibit 3.1
                  to Registrant's Report on Form 8-K dated May 16, 1996, as amended by the Certificate of
                  Amendment of Certificate of Incorporation dated May 20, 1999 (incorporated by reference to
                  Exhibit 3.1 to Registrant's Report on Form 10-Q for the Fiscal Quarter ended July 31,1999).

3.1a              Amendment to Certificate of Incorporation of Registrant dated May 18, 2000. Previously filed
                  as Exhibit 3.1b to Registrant's Annual Report on Form 10-K for the Fiscal Year ended January
                  31, 2001 (incorporated by reference to Exhibit 3.1a to Registrant's Annual Report on Form 10-K
                  for the Fiscal Year ended January 31, 2008).

3.2               Restated By-Laws of Registrant, as last amended July 19, 2007 (incorporated by reference from
                  Exhibit 3.2 to Registrant's Report on Form 8-K dated July 20, 2007).

4.4               Registrant's 2008 Directors Equity Compensation Plan (filed herewith).

5.1               Opinion of counsel (filed herewith).

23.1              Consent of Independent Registered Public Accounting Firm (filed herewith).

23.2              Consent of counsel (included in Exhibit 5.1).

24.1              Power of Attorney (included on the signature page of this Registration Statement).