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: April 14, 2005

                                  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 2.02   Results of Operations and Financial Condition.

Subsequent to the Company's February 28, 2005 press release announcing unaudited
fiscal 2004 fourth quarter and annual results, certain expenses associated with
the expensing of share-based compensation were reclassified within the
consolidated statement of earnings. This reclassification, which resulted in
expense related to share-based payment arrangements for personnel involved with
the production, procurement and distribution of merchandise being reclassified
from selling, general and administrative expenses to cost of sales, did not
result in any change to previously announced earnings from operations or net
earnings.

Reclassified statements of earnings are included within the Company's Annual
Report to Stockholders for the fiscal year ended January 31, 2005 incorporated
by reference within the Company's Form 10-K filed with the Securities and
Exchange Commission on April 14, 2005.








                                    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:  April 14, 2005