UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             -----------------------

                                    FORM 8-K

                                 CURRENT REPORT

                             -----------------------

     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


                          Date of Report: June 5, 2007

                                  TIFFANY & CO.

             (Exact name of Registrant as specified in its charter)



        Delaware                       1-9494                    13-3228013
(State or other jurisdiction        (Commission               (I.R.S. Employer
     of incorporation)              File Number)             Identification No.)


                   727 Fifth Avenue, New York, New York  10022
               (Address of principal executive offices) (Zip Code)


Registrant's telephone number, including area code:  (212) 755-8000

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))








Item 1.01         Entry into a Material Definitive Agreement.

On June 5, 2007, Registrant's wholly-owned subsidiary,  Tiffany & Co. Japan Inc.
("Tiffany-Japan")  was  provided  with a fully  signed copy of a  Memorandum  of
Agreement  ("Memorandum") with Mitsukoshi Ltd. of Japan ("Mitsukoshi") dated May
16, 2007.  The  Memorandum  extends and modifies a prior  agreement  between the
parties dated August 1, 2001 (the "Prior  Agreement").  (The Prior Agreement was
listed as  Exhibit  10.128  to  Registrants  Annual  Report on Form 10-K for the
fiscal year ended January 31, 2007 and  incorporated  by reference  from Exhibit
10.128 filed with Registrant Report on Form 8-K dated August 1, 2001.)

The Memorandum  extends the expiration date of the Prior Agreement until January
31, 2008,  modifies the  percentage  of sales  retained by Mitsukoshi in various
categories of TIFFANY & CO.  boutiques and on certain types of  merchandise  and
provides,  with respect to certain  boutiques,  for closing,  re-categorization,
relocation or renovation.

The  Memorandum  provides  that the parties  shall  continue to have  good-faith
discussions seeking agreement on further extension of the expiration date of the
Prior Agreement.


Item 9.01    Financial Statements and Exhibits.

    (c)      Exhibits

   10.128a   Memorandum of Agreement  Regarding  Extension and Amendment of 2001
             Agreement  dated the 16th day of May, 2007 by and between Tiffany &
             Co. Japan, Inc. and Mitsukoshi Limited


                                    SIGNATURE

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                    TIFFANY & CO.


                                BY: /s/ Patrick B. Dorsey
                                    -------------------------------------
                                    Patrick B. Dorsey
                                    Senior Vice President, General Counsel
                                    and Secretary



Date:  June 6, 2007





                                  EXHIBIT INDEX


Exhibit No.    Description

10.128a        Memorandum of Agreement Regarding Extension and Amendment of 2001
               Agreement  dated the 16th day of May, 2007 by and between Tiffany
               & Co. Japan, Inc. and Mitsukoshi Limited