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)

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
=============== =============== ================  ================= ================
<S>               <C>              <C>                 <C>            <C>    
                                    Proposed            Proposed
    Title of                         Maximum             Maximum
   Securities       Amount          Offering            Aggregate       Amount of
      to be          to be          Price Per           Offering       Registration
   Registered     Registered        Share (1)           Price (1)         Fee
=============== =============== ================= ================== ===============
  Common Stock     1,750,000        $39.34375       $68,851,562.00     $20,311.21
=============== =============== ================= ================== ===============
</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 November 16, 1998, 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 and the Note to Part I
         of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.          Incorporation of Certain Documents by Reference

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

1.       The  Registrant's  Annual Report,  dated April 9, 1998,  filed with the
         Commission on Form 10-K for the fiscal year ended January 31, 1998;

2.       The Registrant's  Quarterly  Report,  dated August 28, 1998, filed with
         the Commission on Form 10-Q for the fiscal quarter ended July 31, 1998;
         and

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


<PAGE>


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

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

Item 4.          Description of Securities.

Not required.

Item 5.          Interests of Named Experts and Counsel

The legality of the shares of Common Stock being offered  hereby has been passed
upon by Patrick B. Dorsey, Senior Vice President,  General Counsel and Secretary
of the Registrant.  As of the date of this  Registration  Statement,  Mr. Dorsey
owned  7,600  shares  of Common  Stock  and  options  to  purchase  up to 66,000
additional  shares,  of which  options to acquire  43,500  shares are  presently
exercisable.

Item 6.          Indemnification of Directors and Officers

The Delaware Corporation Law (Section 145 of Title 8) permits indemnification of
directors,  officers  and  employees  in certain  circumstances  and  subject to
certain  limitations.  The Registrant's  Restated  Certificate of Incorporation,
By-Laws and the Indemnity  Agreement  adopted by the Board of Directors on March
19, 1987, provide for indemnification of its directors,  officers, employees and
other agents. In addition,  the Registrant has purchased insurance policies that
provide coverage for its directors and officers in certain situations.

Insofar as  indemnification  for  liabilities  arising under the 1933 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 1933 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.



<PAGE>


Item 7.          Exemption from Registration Claimed

Not applicable.

Item 8.          Exhibits

See Index to Exhibits on page 7.

Item 9.          Undertakings

The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the Registration Statement;

         (2) That, for the purpose of determining  liability under the 1933 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

         (3) 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.

The undersigned  Registrant hereby further  undertakes that, for the purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual  report  pursuant to Section  13(a) or 15(d) of the 1934 Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d)  of the  1934  Act)  that is  incorporated  by  reference  in the
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.

The undersigned  Registrant hereby further  undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus,  to deliver, or cause to be delivered,  to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.



<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 18th day of
November, 1998.


                                  TIFFANY & CO.
                                  (Registrant)


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


                                POWER OF ATTORNEY

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

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

Signature                       Title                                       Date



/S/ William R. Chaney
________________________        Chairman of the Board and      September 17,1998
William R. Chaney               Chief Executive Officer
                                (principal executive officer)
                                (director)                                     
/S/ James N. Fernandez   
________________________        Executive Vice President and   September 17,1998
James N. Fernandez              Chief Financial Officer
                                (principal financial officer)
<PAGE>

/S/ Warren S. Feld                     
________________________         Vice President - Controller   September 17,1998
Warren S. Feld                  (principal accounting officer
           
         
/s/ Rose Marie Bravo                    
________________________         Director                     September 17, 1998
Rose Marie Bravo                  
                                                    
                                     
/s/ Samuel L Hayes, III
________________________         Director                     September 17, 1998
Samuel L Hayes, III               
                                                   
                    
/s/ Michael J. Kowalski                       
________________________         President 
Michael J. Kowalski              (director)                   September 17, 1998
                                 
                    
/s/ Charles K. Marquis                     
________________________         Director                     September 17, 1998
Charles K. Marquis                                  
                    
/s/ James E. Quinn                     
________________________         Vice Chairman                September 17, 1998
James E. Quinn                   (director)
                                 
                    
                    
_______________________          Director                     September 17, 1998
Yoshiaka Sakakura                           
                                                
                    
/s/ William A. Shutzer           Director                     September 17, 1998
_______________________
William A. Shutzer                                                 
                                                   
                    
/s/ Geraldine Stutz                 
_______________________          Director                     September 17, 1998
Geraldine Stutz                      

<PAGE>


                                  EXHIBIT INDEX


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


Exhibit Number                Description                                  

      4.1            Restated Certificate of Incorporation of the     
                     Registrant (incorporated by reference to
                     Exhibit 3.1 to Registrant's Report on Form
                     8-K dated May 16, 1996)

      4.2            By-Laws of the Registrant (incorporated by
                     reference to Exhibit 3.2 to Registrant's
                     Report on Form 10-K for the fiscal year
                     ended January 31, 1998)

     *4.3            Registrant's 1998 Employee Incentive Plan and
                     standard terms of stock option award (transferable
                     and non-transferable)                                    

      4.4            Amended and Restated Rights
                     Agreement dated as of September 22,
                     1998, by and between Registrant and
                     Chase Mellon Shareholder Services, L.L.C.,
                     as Rights Agent,  (incorporated by reference
                     to Exhibit 4.1.1 to Registrant's Report on
                     Form 8-A/A dated September 25, 1998)

     *5.1            Opinion of counsel, including consent                    

    *23.1            Consent of Independent Accountants                       

    *23.2            Consent of counsel (included in Exhibit 5.1)

    *24.1            Power of Attorney (included at page 5)
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 TEXT", "secsgml_size_bytes": 18469}]
{"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": "333-67723", "film-number": "98756699"}, "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
    Title of                         Maximum             Maximum
   Securities       Amount          Offering            Aggregate       Amount of
      to be          to be          Price Per           Offering       Registration
   Registered     Registered        Share (1)           Price (1)         Fee
=============== =============== ================= ================== ===============
  Common Stock     1,750,000        $39.34375       $68,851,562.00     $20,311.21
=============== =============== ================= ================== ===============
(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 November 16, 1998, 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 and the Note to Part I
         of Form S-8.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.          Incorporation of Certain Documents by Reference

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

1.       The  Registrant's  Annual Report,  dated April 9, 1998,  filed with the
         Commission on Form 10-K for the fiscal year ended January 31, 1998;

2.       The Registrant's  Quarterly  Report,  dated August 28, 1998, filed with
         the Commission on Form 10-Q for the fiscal quarter ended July 31, 1998;
         and

3.       Description  of  the   Registrant's   Common  Stock  contained  in  the
         Registration   Statement   filed  with  the   Commission  on  Form  S-1
         (Registration No.  33-12818),  as most recently amended on May 5, 1987,
         including the Prospectus for the Registrant's Common Stock dated May 5,
         1987, as supplemented by the Registration  Statement 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  will provide without charge to each person to whom a copy of the
Prospectus is delivered,  upon written or oral request of such person, a copy of
any or all of the  documents  referred  to in this Item 3 of Part II which  have
been or may be incorporated by reference in this Registration  Statement,  other
than exhibits  thereto  (unless such exhibits are  specifically  incorporated by
reference in such  documents).  Requests  for such copies  should be directed to
Tarz F. Palomba, Assistant Secretary, Tiffany & Co., 727 Fifth Avenue, New York,
New York 10022;  telephone (212) 605-4195.  Additional updating information with
respect to the  securities and plan covered herein may be provided in the future
by means of supplements to the Prospectus.

Item 4.          Description of Securities.

Not required.

Item 5.          Interests of Named Experts and Counsel

The legality of the shares of Common Stock being offered  hereby has been passed
upon by Patrick B. Dorsey, Senior Vice President,  General Counsel and Secretary
of the Registrant.  As of the date of this  Registration  Statement,  Mr. Dorsey
owned  7,600  shares  of Common  Stock  and  options  to  purchase  up to 66,000
additional  shares,  of which  options to acquire  43,500  shares are  presently
exercisable.

Item 6.          Indemnification of Directors and Officers

The Delaware Corporation Law (Section 145 of Title 8) permits indemnification of
directors,  officers  and  employees  in certain  circumstances  and  subject to
certain  limitations.  The Registrant's  Restated  Certificate of Incorporation,
By-Laws and the Indemnity  Agreement  adopted by the Board of Directors on March
19, 1987, provide for indemnification of its directors,  officers, employees and
other agents. In addition,  the Registrant has purchased insurance policies that
provide coverage for its directors and officers in certain situations.

Insofar as  indemnification  for  liabilities  arising under the 1933 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 1933 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  1933  Act  and  will  be  governed  by the  final
adjudication of such issue.
Item 7.          Exemption from Registration Claimed

Not applicable.

Item 8.          Exhibits

See Index to Exhibits on page 7.

Item 9.          Undertakings

The undersigned Registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a  post-effective  amendment  to this  Registration  Statement  to  include  any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  registration  statement  or  any  material  change  to  such
information in the Registration Statement;

         (2) That, for the purpose of determining  liability under the 1933 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

         (3) 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.

The undersigned  Registrant hereby further  undertakes that, for the purposes of
determining  any liability  under the 1933 Act, each filing of the  Registrant's
annual  report  pursuant to Section  13(a) or 15(d) of the 1934 Act (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section  15(d)  of the  1934  Act)  that is  incorporated  by  reference  in the
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.

The undersigned  Registrant hereby further  undertakes to deliver or cause to be
delivered with the prospectus,  to each person to whom the prospectus is sent or
given,  the latest annual  report to security  holders that is  incorporated  by
reference  in  the  prospectus  and  furnished   pursuant  to  and  meeting  the
requirements  of Rule 14a-3 or Rule 14c-3 under the 1934 Act; and, where interim
financial information required to be presented by Article 3 of Regulation S-X is
not set forth in the prospectus,  to deliver, or cause to be delivered,  to each
person to whom the prospectus is sent or given, the latest quarterly report that
is  specifically  incorporated  by reference in the  prospectus  to provide such
interim financial information.
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 18th day of
November, 1998.

                                  TIFFANY & CO.
                                  (Registrant)

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

                                POWER OF ATTORNEY

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

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

Signature                       Title                                       Date

/S/ William R. Chaney
________________________        Chairman of the Board and      September 17,1998
William R. Chaney               Chief Executive Officer
                                (principal executive officer)
                                (director)                                     
/S/ James N. Fernandez   
________________________        Executive Vice President and   September 17,1998
James N. Fernandez              Chief Financial Officer
                                (principal financial officer)
/S/ Warren S. Feld                     
________________________         Vice President - Controller   September 17,1998
Warren S. Feld                  (principal accounting officer
           
         
/s/ Rose Marie Bravo                    
________________________         Director                     September 17, 1998
Rose Marie Bravo                  
                                                    
                                     
/s/ Samuel L Hayes, III
________________________         Director                     September 17, 1998
Samuel L Hayes, III               
                                                   
                    
/s/ Michael J. Kowalski                       
________________________         President 
Michael J. Kowalski              (director)                   September 17, 1998
                                 
                    
/s/ Charles K. Marquis                     
________________________         Director                     September 17, 1998
Charles K. Marquis                                  
                    
/s/ James E. Quinn                     
________________________         Vice Chairman                September 17, 1998
James E. Quinn                   (director)
                                 
                    
                    
_______________________          Director                     September 17, 1998
Yoshiaka Sakakura                           
                                                
                    
/s/ William A. Shutzer           Director                     September 17, 1998
_______________________
William A. Shutzer                                                 
                                                   
                    
/s/ Geraldine Stutz                 
_______________________          Director                     September 17, 1998
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                                  

      4.1            Restated Certificate of Incorporation of the     
                     Registrant (incorporated by reference to
                     Exhibit 3.1 to Registrant's Report on Form
                     8-K dated May 16, 1996)

      4.2            By-Laws of the Registrant (incorporated by
                     reference to Exhibit 3.2 to Registrant's
                     Report on Form 10-K for the fiscal year
                     ended January 31, 1998)

     *4.3            Registrant's 1998 Employee Incentive Plan and
                     standard terms of stock option award (transferable
                     and non-transferable)                                    

      4.4            Amended and Restated Rights
                     Agreement dated as of September 22,
                     1998, by and between Registrant and
                     Chase Mellon Shareholder Services, L.L.C.,
                     as Rights Agent,  (incorporated by reference
                     to Exhibit 4.1.1 to Registrant's Report on
                     Form 8-A/A dated September 25, 1998)

     *5.1            Opinion of counsel, including consent                    

    *23.1            Consent of Independent Accountants                       

    *23.2            Consent of counsel (included in Exhibit 5.1)

    *24.1            Power of Attorney (included at page 5)