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: February 18, 2009

                                  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 February 18, 2009,  Mitsukoshi Limited of Japan  ("Mitsukoshi")  delivered to
Registrant's wholly-owned subsidiary, Tiffany & Co. Japan Inc. ("Tiffany-Japan")
a fully signed copy of an Agreement and Memorandum of  Understanding  made as of
February 1, 2009  ("Agreement")  between  Mitsukoshi and Tiffany.  The Agreement
concerns the operation of TIFFANY & CO.  boutiques in the  department  stores of
Mitsukoshi  in Japan and replaces a prior  agreement  between the parties  dated
August 1, 2001.


Item 9.01 Financial Statements and Exhibits.

    (c)   Exhibits

  10.128  Agreement  and  Memorandum  of  Understanding  made  the 1st day of
          February 2009 by and between  Tiffany & Co. Japan Inc. and  Mitsukoshi
          Ltd. of Japan.









                                    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:  February 18, 2009





                                  EXHIBIT INDEX


Exhibit No.        Description

   10.128          Agreement and Memorandum of Understanding made the 1st day of
                   February 2009 by and between Tiffany & Co. Japan Inc. and
                   Mitsukoshi Ltd. of Japan.