<PAGE>
                       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)

                          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>
                                                            Proposed                  Proposed                 Amount of
   Title of  Securities           Amount to be           Maximum Offering         Maximum  Aggregate          Registration
     to be Registered              Registered           Price Per Share (1)       Offering Price (1)              Fee
<S>                             <C>                     <C>                      <C>                           <C>

       Common Stock                  884,218                 $39.2813              $34,733,232.52              $9,169.57
</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 16, 2000,a
date  within  five  days  prior  to the  date of  filing  of  this  Registration
Statement.


<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference

The following  document,  which has 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"), is incorporated by
reference  herein  pursuant to Instruction E of Form S-8, and shall be deemed to
be a part hereof:

1. Registrant's Registration Statement,  dated November 23, 1998, filed with the
   Commission on Form S-8, Registration Statement File No. 333-67723,  and
   relevant documents incorporated therein by reference

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  15,200  shares of Common  Stock and  options  to  purchase  up to 266,000
additional  shares,  of which  options to acquire  174,000  shares are presently
exercisable.

Item 8.           Exhibits

See Index to Exhibits on page 7.



<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 day of August
10, 2000.

                                   TIFFANY & CO.
                                   (Registrant)



                                   By: /s/ Michael J. Kowalski
                                       ---------------------------------
                                       Michael J. Kowalski
                                       (President 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>
<CAPTION>

Signature                       Title                               Date
---------                       -----                               ----
<S>                        <C>                                   <C>
/s/ Michael J. Kowalski    President and Chief Executive         August 10, 2000
Michael J. Kowalski        Officer (principal executive officer)
                           (director)


/s/ James N. Fernandez     Executive Vice President and          August 10, 2000
James N. Fernandez         Chief Financial Officer
                           (principal financial officer)

</TABLE>

<PAGE>
<TABLE>
<S>                         <C>                                  <C>
/s/ Warren S. Feld          Vice President - Controller          August 10, 2000
Warren S. Feld              (principal accounting officer)



/s/ William R. Chaney       Chairman of the Board                August 10, 2000
William R. Chaney           (director)



/s/ Rose Marie Bravo        Director                             August   , 2000
Rose Marie Bravo



/s/ Samuel L. Hayes, III    Director                             August 12, 2000
Samuel L Hayes, III



/s/ Charles K. Marquis      Director                             August 10, 2000
Charles K. Marquis



/s/ James E. Quinn          Vice Chairman                        August 10, 2000
James E. Quinn              (director)


/s/ William A. Shutzer      Director                             August 15, 2000
William A. Shutzer



/s/ Geraldine Stutz         Director                             August 10, 2000
 Geraldine Stutz
</TABLE>


<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
--------------                      -----------                         ----

     *5.1              Opinion of counsel, including consent            6-7

    *23.1              Consent of Independent Accountants                 8

    *23.2              Consent of counsel (included in Exhibit 5.1)

    *24.1              Power of Attorney (included at page 3)
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "1998 EMPLOYEE INCENTIVE PLAN", "secsgml_size_bytes": 8535}]
{"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": "333-43978", "film-number": "704799"}, "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)

                          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           Price Per Share (1)       Offering Price (1)              Fee
Common Stock                  884,218                 $39.2813              $34,733,232.52              $9,169.57
(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 16, 2000,a
date  within  five  days  prior  to the  date of  filing  of  this  Registration
Statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.           Incorporation of Certain Documents by Reference

The following  document,  which has 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"), is incorporated by
reference  herein  pursuant to Instruction E of Form S-8, and shall be deemed to
be a part hereof:

1. Registrant's Registration Statement,  dated November 23, 1998, filed with the
   Commission on Form S-8, Registration Statement File No. 333-67723,  and
   relevant documents incorporated therein by reference

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  15,200  shares of Common  Stock and  options  to  purchase  up to 266,000
additional  shares,  of which  options to acquire  174,000  shares are presently
exercisable.

Item 8.           Exhibits

See Index to Exhibits on page 7.
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 day of August
10, 2000.

                                   TIFFANY & CO.
                                   (Registrant)

                                   By: /s/ Michael J. Kowalski
                                       ---------------------------------
                                       Michael J. Kowalski
                                       (President 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    President and Chief Executive         August 10, 2000
Michael J. Kowalski        Officer (principal executive officer)
                           (director)

/s/ James N. Fernandez     Executive Vice President and          August 10, 2000
James N. Fernandez         Chief Financial Officer
                           (principal financial officer)
/s/ Warren S. Feld          Vice President - Controller          August 10, 2000
Warren S. Feld              (principal accounting officer)

/s/ William R. Chaney       Chairman of the Board                August 10, 2000
William R. Chaney           (director)

/s/ Rose Marie Bravo        Director                             August   , 2000
Rose Marie Bravo

/s/ Samuel L. Hayes, III    Director                             August 12, 2000
Samuel L Hayes, III

/s/ Charles K. Marquis      Director                             August 10, 2000
Charles K. Marquis

/s/ James E. Quinn          Vice Chairman                        August 10, 2000
James E. Quinn              (director)

/s/ William A. Shutzer      Director                             August 15, 2000
William A. Shutzer

/s/ Geraldine Stutz         Director                             August 10, 2000
 Geraldine Stutz
EXHIBIT INDEX

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

Exhibit Number                      Description                         Page
--------------                      -----------                         ----

     *5.1              Opinion of counsel, including consent            6-7

    *23.1              Consent of Independent Accountants                 8

    *23.2              Consent of counsel (included in Exhibit 5.1)

    *24.1              Power of Attorney (included at page 3)